Your Directors present herewith Thirty Fourth Annual Report together with auditedstatement of accounts for the year ended 31 March 2017.
(Rs. in Lacs)
|Particulars ||As on ||As on |
| ||31.03.2017 ||31.03.2016 |
|Sales Turnover ||3614.92 ||4450.21 |
|Pro t / (Loss) before Depreciation and Interest ||573.79 ||676.20 |
|Less: - Interest ||427.70 ||498.58 |
|Less: - Depreciation ||64.00 ||62.42 |
|Net Pro t / (Loss) before Tax ||82.09 ||115.20 |
|Less: - Tax || || |
|- Current tax ||53.49 ||23.05 |
|- Earlier Tax || || |
|- Deferred Tax Liabilities / (Assets) ||19.01 ||35.73 |
|Net Pro t after Tax ||10.59 ||56.42 |
|Pro t / (Loss) brought forward ||918.91 ||862.39 |
|Balance Carried to Balance Sheet ||929.40 ||918.81 |
The company last year has had a dip in performance and that may seem to be a bit of asetback but it has come with positives which has helped us to be better prepared for thefuture. Since the passing away of our late Chairman in late 2015 the company spent 6 to 8months in stabilizing with the new Chairman and Managing Director ensuring that jobs inhand did not suffer and the financial obligations were met. During that time severalrestructuring exercises were taken mainly on the financial side to ensure the debt burdenis reduced and the cash flow remains positive. In Sep 2016 the company exported itslargest single order worth Rs 12 crore and that also in time and expectation of thecustomer. The company is hopeful that the customer would now be con dent to place largerorders. However with the industry not growing at expected levels due to the economicstagnation low oil prices and demonetization effects the orders in hand last year werenot enough to post stronger results.
The current year however seems to indicate that efforts of the last year will now bearthe results expected as the company is already holding orders worth Rs 75 Crore in handand expectation is that by year end the order book could cross the 100 crore mark. By thefinancial year end in Mar 2018 the company may post its highest ever sales of Rs 65 Croreplus.
We foresee that coming years may see the continuation of low oil prices however theIndian Re ning Sector will continue to grow and capacity expansion is envisaged at IOCLBPCL & HPCL Reliance with intentions for building new Re neries already announced.Also with the introduction of GST the taxes will now streamline for an improvedperformance in the economy and this may enable us to be more competitive for exportorders.
The above scenario gives us a hope that we will continue to do well and hope forachieving 100 Crores plus sales mark very soon.
In order to conserve resources your Directors intent to plough back the profits intobusiness and thus do not recommend any dividend for the year ended 31 March 2017.
TRANSFER TO RESERVE
The Company has not transferred any amount to the Reserves during the year.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis of financial condition including the results ofoperations of the Company for the year under review as required under Regulation 34(2)(e)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided as a separate section forming part of the Annual Report.
The Company has not accepted any deposit or unsecured loans from the public within themeaning of Section 73 of the Companies Act 2013 read with The Companies (Acceptance ofdeposit by Companies) Rules 2014.
The Authorized Capital of the Company is 20000000 Equity shares of the Company ofRs. 4/- each and the paid capital of the Company as on 31.03.2017 is 19036400 Equityshares of the Company of Rs. 4/- each.
During the year under review the Company has not issued shares with differentialvoting rights nor has issued any sweat equity. As on March 31 2017 none of the Directorsof the Company hold any convertible instruments of the Company.
During the year the Company took on record Detailed Public Statement received from theacquirers regarding Open Offer for acquisition of 4949464 Equity Shares of Rs. 4/- eachpursuant to Regulation 14(4) of Securities And Exchange Board Of India (SubstantialAcquisition Of Shares And Takeovers) Regulations 2011. The open offer was closed on May24 2017.
During the year under review Mr. Murtuza S. Mewawala retires by rotation and beingeligible offer himself for reappointment. Except for these there are no other changes inthe Directors of the Company.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Committees.
PERFORMANCE EVALUATION OF INDEPENDENT DIRECTORS BY EXECUTIVE DIRECTORS
The performance evaluations of Independent Directors were also carried out and the samewas noted. Independent Directors in their meeting decided to bring more transparency intheir performance and bring more responsibility while taking any policy decisions for thebenefit of the shareholders in general.
Pursuant to Section 134(3)(b) details of Board meeting held in the year is re ected inthe Corporate Governance Report.
During the year Eight (8) Board Meetings and Four (4) Audit Committee Meetings wereheld. The details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
A separate meeting of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 was held on 16.01.2017.
NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is posted on the website of theCompany.
The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provision and the Company is committed to ensure compliance with allmodi cation within prescribed norms under Companies Act 2013. Company is committed tomaintain the highest standards of corporate practices a separate section on CorporateGovernance is provided as part of this Annual Report.
POLICY UNDER THE SEBI(LISTING OBLIGATION AND DISCLOSURES REQUIREMENTS) REGULATIONS2015
Company has adopted following polices as required under SEBI (Listing Obligation andDisclosures Requirements) Regulations 2015:
|1. Policy on Preservation of Documents ||Regulation 9 |
|2. Policy on Archival ||Regulation 30 (8) |
|3. Policy on Determining Material Events & Information ||Regulation 30 |
Policy on Archival and Policy on Material Event & Information is also placed on thewebsite of the Company.
As per the provisions of the Act the Auditor M/s. J. H. Gandhi & Co
Chartered Accountant were appointed as the statutory Auditors un place of retiringauditor M/s. Ketan N. Shah Chartered Accountant to hold the this 34th Annual GeneralMeeting for a term of consecutive five years till the conclusion of the 39th AnnualGeneral Meeting (subject to rati cation of the appointment by the members at every AnnualGeneral Meeting held after this Annual General Meeting) and that the Board is authorizedto x the remuneration as may be determined by the Audit Committee in consultation with theAuditors.
The appointment of M/s. J. H. Gandhi & Co Chartered Accountant will be placedbefore the members at this Annual General Meeting for appointment. The Company hasreceived a certi cate from the Auditors to the effect that the proposed appointment ifmade will be in accordance with the limits specified under Section 139 (1) of theCompanies Act 2013.
The Auditors Report for the Financial Year ended March 31 2017 does not contain anyquali cation reservation or adverse remark.
As required under the new Companies Act 2013 the Company has appointed an InternalAuditor. The other observations of Auditors are self-explanatory in the notes referred toby them.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed ND & Associates a rm of Company Secretaries in Practice to undertakethe secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith as "Annexure A."
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Board of Directors of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control Systems commensurate with the size scale andcomplexity of its operation.
The internal Audit Department monitors and evaluates the ef cacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Signi cant Audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism to deal with instance of fraud and mismanagement ifany. The policy is in place and the Company has uploaded the same to its website.
ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information required under Section 134 (3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 with respect to conservation of energy technologyabsorption and foreign exchange earnings/outgo is given hereto and forms a part of thisreport.